Under the Bridge
by Ocelot Summer
Summary: She was supposed to come back from San Francisco. She didn't come back. So Barney went to find her. Goes AU from the start of Season 2.  Barney/Lily


**Title:** Under the Bridge  
**Pairing/Character:** Barney/Lily, some Barney & Robin friendship/UST-if-you-squint-or-are-me  
**Spoilers:** Season 1-2, "The Bachelor Party"  
**Summary:** She was supposed to come back from San Francisco. She didn't come back. So Barney went to find her. Goes AU from the start of Season 2. (Barney/Lily)  
**Disclaimer:** HIMYM is so very, very not mine, and never will be. Unfortunately.  
**Author's Notes:** Rewatching S1-2 has made me feel the urge to time travel a little in my writing... So I'm dialing it back to the good ol' days. This is set after S1 when Lily goes to San Francisco, and trainwrecks away from canon from there. XD

* * *

****

Under the Bridge

She was supposed to come back.

He gave her the ticket and said his little speech. She was supposed to take the envelope, finish the program, and then fly back to New York with wild tales of the West Coast and eyes full of remorse. Somewhere along the line, she'd reconcile with Marshall, he'd roll his eyes and groan, and everything would go back to normal. That was the plan.

But then she didn't come back.

So Barney waits for her, waits until the program is absolutely over and done with. He gives it three weeks after the ending date and eleven more artful distractions of Marshall's attempts at dates (only six of which require the use of magic tricks).

He waits until Ted is sitting next to Marshall at MacLaren's, sharing the same side of the booth as Marshall quietly stares into his beer. Ted's telling them work stories, his voice growing louder as he prods Marshall to get his attention.

Barney quietly slips out and hails a cab. 

* * *

"Why aren't you in New York?"

The door of her apartment cracks open slightly and he's greeted with Lily's flushed and openly confused face. Just in case she has any thoughts of closing it on him, he immediately grabs the handle and holds on.

Instead of resisting, she just stares at him. "What the hell are you doing here?"

"New York. Why. Aren't You. There," he says, slowly enunciating every syllable. "I've done all I can, Lily, but you've got to help me out here. I'm awesome and all, but keeping Ted from trying to fix up Marshall? That's a full time job. It'd be a hell of a lot easier for me if you'd just fly back home where you belong and make up with him already."

"Barney—"

"Come on, Lil. Pack your stuff, get the ticket, let's go."

She pauses for a moment before a long-suffering sigh escapes. It's the kind that Barney's pretty used to hearing around himself, but it makes his smile widen. It's the 'you're not going to go away no matter what, are you?' kind of sigh.

Shaking her head, Lily opens the door. "Come in, Barney."

He raises an eyebrow. "That's not part of the plan. I'm flattered and all, and maybe I'm doing this wrong since this is the first time I've been trying to get a girl **out **of her apartment rather than getting myself **in**, but—"

"Come in, Barney," she repeats, slower and sharper. It's the voice she uses to scold a kindergartener.

It's also enough to give Barney pause. He stops, nodding, and steps inside.

The apartment is small. He'd noticed it the first time he was there, in an absent sort of 'this place won't be relevant to any of us soon' way. There's a battered bookshelf shoved up against one wall, right next to a small television. The tiny kitchen has peeling paint and a table for two is crammed right in front of it, blocking all but a narrow path just large enough for one. There's a window seat to one side, the fabric old and yellowed, but the view… even Barney has to admit the view of the bay stretching out in front of them, a gray bridge rising through the fog in the distance, is pretty decent. Lily's easel is set up in front of it, a whirl of yellows and oranges cast across it.

He's used to small and ramshackle from New York, but the sheer amount of stuff Lily has stacked and hung on pretty much every surface is impressive.

She, however, seems to still be somewhere between shock, annoyance, and blatant amusement.

"Lily?" he says, eyebrow raising.

"I'm not going home," she says firmly.

"The cab's still outside. Let's go," he tries again.

"I'm not going back to New York. I'm staying here, Barney. For now. For… I don't know," she shrugs her shoulders slowly. "As long as I need to."

Now it's starting to get annoying – after all, how many times does a guy have to fly across the country? Barney points at the door. "You've done the art program thing, you did what you needed to do. Now what you need to do is come back to New York and see Marshall again. Seriously, Lily. It's time."

"It's not time, Barney. It's really, really not time. Don't you get it? I can't go back there… not yet, maybe not ever." Bleakly, she reaches around him to push the door shut.

"Marshall's there. Ted and Robin are there. You need to come back," he insists, but the intensity of Lily's stare is starting to get to his subconscious. He knows that look, that Aldrin stubbornness, and it's not good. It's not supposed to be there, not for this.

"I don't miss New York," Lily says, and Barney can hear the lies that wrap around those words.

Plans change. Great. Whatever. He's never been able to resist a challenge, and Operation: Return Lily to New York will be his greatest success. He's already on his phone, snapping off a text to one of his assistants, ignoring the way Lily is staring at him.

The response comes within seconds and he smirks.

"Fine," he says, looking up and meeting her gaze. "If you're not going to go back to New York, then maybe I'll just stick around for awhile. I'm your human reminder of the glory of Good Ol' NYC."

Lily's wearing a fantastic mix of disbelief and annoyance and a touch of relief on her features, the kind that makes Barney sure this operation will go off without a hitch.

"You're sleeping on the couch," she warns. "Think how wrinkled your suit will get. Think of it, Barney."

While a part of him is wincing in horror, he keeps a brave face. "I'll live, Lily. I'll live. I can always sleep in the bathtub," even though he doesn't even want to think about what kind of mildew would be scaling across that porcelain, ready to dirty his precious suit, "Because this, right now? This is important. I'm going to get you home, Lily Aldrin – one way or another."

He gives it three days, tops, before she's packing her bags and heading to the airport. 

* * *

It takes more than three days.

A rush-delivery package from his assistant at Altrucell arrives two days later with a few suits, boxers, his shaving kit, and his laptop arrive the next day, courtesy of his secretary. He's already sending a message for a few more things to be shipped out by the end of day three.

By day four, they've established a routine.

Lily wakes up before him. By the time he's rolled off the couch, she's already painting. She sits in the window seat, staring out into the fog and letting her brush drift aimlessly across the canvas. Lily's always dressed in a similar style in the mornings - old, worn yoga pants and a faded tank top. Specks of paint scatter across both, attesting to plenty of hours and pigments sacrificed to her art.

Barney doesn't bother to suit up right away, given that his odds are having a half-naked aerobics instructor show up at Lily's front door are pretty slim. He wanders around her apartment in his slacks and bare feet, a half-buttoned dress shirt with rolled up sleeves barely masking his torso as he pads into the small kitchen to make coffee.

He pours a cup for her and one for him every morning. He bought them mugs at from a cheap tourist trap near Pier 39, white mugs with bold black writing. 'I Love Alcatraz' for him and a 'California Girl' mug for her, a black marker scrawl of 'not a' right above the words.

Normally, Barney would already be at work. He'd be planning the best way to escape a situation with China, how to swing a deal with a Tokyo executive, what new Youtube videos the guy down the hall has to share with everyone.

Here he can just sit, flipping through a few emails as he sinks into Lily's overly-squishy beige sofa. By ten in the morning, he can have a day's worth of work done through his laptop. He's pretty sure it will keep his bosses from breathing down his neck while he's on a 'workcation' or whatever the hell he vaguely remembers calling it.

In the afternoons, they do little things together.

Sometimes, they go to museums. She takes him to the places that her classes took field trips to, the de Young and SF MoMA and little art galleries behind unlabeled doors. She points out paintings, her voice rising higher and higher as she elaborates about the detail and the histories of the artists. Barney tries to pay attention at first, but after about half an hour he's wandering towards the gift shop, eyeing attractive docents with a debonair smile and using all of Lily's pretty words to make their pulses quicken.

They wander down Valencia to grab coffee and Barney ignores the long-haired cashier as he cheerfully points out the small cardboard box containing copies of his 'zine. Instead, he drops a twenty in the tip jar and brings two hot paper cups to where Lily's waiting, a smile plastered on as he points out how inferior this coast is for bagels. Lily just rolls her eyes and takes him to a small taqueria to convince him of the glory of west coast Mexican food with the siren's song of fresh guacamole.

They go to Fisherman's Wharf to get clam chowder and Lily smiles as she tugs on his arm, dragging him into Musee Mecanique and watching his eyes light up at the old penny machines. He spends an hour wandering up and down the aisles, over and over again, grumbling at the absolutely lack of promised nudity in the supposedly racy image boxes of women. But it doesn't stop him from dropping coin after coin into the various machines, causing tiny mechanical dancers to pose and executioners to send down the miniature guillotines.

They walk through Chinatown, Barney keeping his hand clamped on her arm as she tries to stop in every other shop because oh, she needs this at her apartment or oh, look at that fabric, can't she just stop and buy something? When they stop for lunch, he translates the menu for her with surprising fluency and she laughs as he engages in conversation with the waiter.

She indulges Barney as he drags her into strip clubs, surprising him as suddenly she's waving bills with wild abandon, catcalling at a woman in a pink g-string, the stripper's ankles hooked around a pole. They exit into the chilly San Francisco night with glitter smeared on their cheeks and Barney triumphantly waving a phone number in the air.

They go to a baseball game because the Mets are in town, and Barney figures it's another reminder he can give to the awesomeness of New York. The Mets trounce the Giants and Barney can't resist needling the locals. Soon they're running out of the stadium, laughing as they pluck the garlic fry and popcorn remnants out of their hair, curses carrying through the air behind them as they vanish into the crowd streaming out of the park.

Lily takes him to Golden Gate Park. They stroll in the sun, watching the joggers and dogs playing on the grass. Lily wistfully talks about wanting to take her easel out here and paint, but she never remembers. Instead, she pulls out a digital camera and convinces a college student sitting in the shade to take a picture of her and Barney, arms slung over each shoulder, grinning at the camera.

At night, he sits in front of the television and flips idly through the channels, occasionally glancing down at his laptop to catch up on whatever work emails showed up during the day. Lily curls up back by the window, putting another hour into her painting before she gives up and snuggles into the couch next to Barney. She tries to steal the remote from him, mostly without success.

Occasionally, once she's slipped away into the bedroom, Barney will take a peek at her canvas.

Barney thinks she's gotten better since the program ended. Her work from her summer classes is haphazardly stacked in a corner. There's too much anxiety in the lines. He can see the worry in her brushstrokes, it's clear she's painting for someone – a teacher, a mentor, an unrealized expectation. A hope that once it's all done, these paintings will tell her where to go.

Now she just paints for herself, slowly unfolding canvases with muted greys of the city contrasted against the vivid wildflower colors that Lily could never keep out.

He doesn't know much about art, but all Barney knows is that the work she does now causes a hitch in his breathing. 

* * *

Every day, sometime in the morning after he's made coffee and she's starting breakfast, she takes the little envelope with the plane ticket off the worn bookcase in the corner from where it sits, leaning between a pair of clay monkeys. She holds it in her hands for a moment, just touching it.

Barney doesn't ask what she's thinking, he just looks at her and asks, "Today?"

Every day, she shakes her head and the envelope goes right back between the monkeys. 

* * *

After day five, Lily starts staring at him.

"Seriously, Barney. Why are you here?"

They're sitting on the couch, side by side, her knees folded up and pressing against the side of his thigh. She's got a smudge of green paint on her chin that he hasn't bothered to mention. He's loosened his tie, letting the collar of his shirt flutter open as he slumps back into the sofa, keeping a firm hand on the remote and a careful eye on Lily's hands. She's wily when she wants to watch Home and Garden. The question, however, is just enough to startle him and cause his gaze to zip up to hers.

She's waiting. Not even trying for the remote, just… giving him that half-teacher, half-beleaguered-therapist stare that she uses on him way too often.

He's kind of been expecting the question since about half an hour after his arrival and subsequent declaration.

Barney just hasn't figured out the answer yet.

So he just shrugs. "You're still here," he points out. "I came out here to convince a woman to do something she was both interested in yet vaguely uncomfortable with, and she refused. You think I'm going to stop trying? Please. I've got my pride, Lily."

She rolls her eyes. "Come off it, Barney. I know you."

"Not as well as you'd like," he says, lechery rolling off his tongue as easy as breathing. It's simpler than an answer, since he hasn't really tried to think about why the idea of flying back to New York and leaving Lily alone on this coast leaves him… unsettled.

"Barney," she says again, warningly, and before he can react, she reaches out and grab him by the ear, twisting it just enough to make him twitch without causing any real pain. "You've been on my couch for **days**. I don't think you've ever been in a girl's apartment this long except that one time she left you handcuffed when she slipped out of the hotel to go back to her husband. So what gives?"

Barney growls, batting at her slightly as he wrenches his head out of her grip. She doesn't fight him, instead just folding her hands into her lap and giving him a pointed stare.

He readjusts his cuffs, giving her a glower. "Did you ever think that maybe, just maybe, I was being a good friend?"

Robin would have laughed and made a joke. Ted would have rolled his eyes and told him that he was being a nuisance, not a friend. Marshall probably would have already thrown him out, bodily.

Lily doesn't laugh at him. She doesn't throw off his words – instead, she fixes him with a piercing stare and the slightest, tiniest of smiles that suddenly seems to grow across her face like sunlight creeping through the morning fog.

"Maybe," she concedes, and snuggles down next to him on the couch.

Barney can't remember the last time he said something that was taken seriously, the last time he took himself seriously, even. He ignores the slight gnawing in the pit of his stomach and stares at the television. 

* * *

After eight days, his boss finally tells him to get his ass back to New York before he's fired. 

* * *

Two hours after he arrives at La Guardia, he's back in his apartment checking his email.

Lily emailed him the picture of the two of them in Golden Gate Park, claiming he should have a copy too.

He doesn't open it.

The New York skyline is stretching out beyond his window, mocking him – he's here, Marshall's still probably moping around his apartment, Ted's still got frustration painting circles under his eyes, and he.. well, he's failed. He's here, Lily's not, and that picture of the two of them smiling with the wrong park stretching out behind them is just a painful reminder.

He shouldn't have gotten complacent, shouldn't have done anything other than badger her every fucking second to come home and make everything right again.

Barney means to delete the email, he really does, but his mouse hovers over the tiny trash can icon for a moment before he scowls and closes his laptop. 

* * *

He walks into MacLaren's around ten and it feels like it's been about a century since he's been there. It's Tuesday, so the bar crowd is a smaller, quieter lot than the rowdy weekend crew. It's probably better this way, since he knows that disappearing for a few days without a word, while not uncharacteristic for him, is probably going to incur a few jokes.

Okay, a lot of jokes. Or some low-grade concern, maybe.

Ted, Marshall, and Robin are at the usual spot. There's someone else at the table, a flash of dark hair, and he freezes for a moment. She'd have told him, right? She'd have said yes.

Then the girl turns around and it's not Lily, it's definitely not Lily – but whoever this girl is, damn, she's pretty hot.

Maybe it's time to think of a magic trick, his brain tells him as his fingers instinctively curl around the trick cards in his pocket.

Robin's the first to see him. Her eyes widen at him, standing motionless in the doorway, and Barney watches as a wide, genuine smile lights her face.

"Barney! You're back! Get over here," she calls out, just above the normal din of the bar. She waves at him eagerly.

He offers a grin in return, muscle memory supplying his usual devil-may-care grin as he slides into the seat next to Robin, directly across from New Girl. "I knew you guys missed me and couldn't live without me."

"Actually, it's been pretty peaceful," Ted offers.

"Shhhhh. Quiet Ted, I'm busy." Barney's already at work, turning towards the new brunette and lifting his hand to crook itself just below his chin as he offers his best debonair smile. "Why, hello there."

Robin's instincts have apparently improved, because before Ted can react, she's already reached over and smacked the back of his head.

"Ow!" He winces, immediately covering his head and shying away. "Whatever happened to wingman loyalty, Scherbatsky?"

"I don't know Barney, what happened to it? Exactly how many times have we seen you lately?" She fixes him with a sharp stare, and he can feel his heart tug. He's missed her in San Francisco – missed the companionship, the smell of cigars, the thrill of victory as another squad of ten-year-olds gets taken down at laser tag. He's abandoned his bro-in-arms here in New York.

But she'd understand, if she knew. Robin would want someone to be there for Lily, so he gives his best eye-roll and his secret stays tucked up with him.

"I've been busy," he says with a low, dramatic sigh. "Unlike you losers, I've got important international business meetings to attend to."

"New secretary?" Ted asks, raising an eyebrow.

"I am shocked – shocked! – that you would accuse me of such a thing. And not mention who this is, in your epic rudeness. So. What's your name?" He grins at New Girl, who has been eyeing him with the sort of Look that tells him that Marshall and Ted have probably already told a few 'So when you meet our friend Barney...' stories.

"I'm Amanda," she says, in a light and soft voice.

"My new girlfriend," Marshall adds in quickly. A smile is spreading across his face, just as Barney's heart starts to sink.

He got too cocky, he knows. He thought he could give it a week and Marshall wouldn't get himself into any situation Barney couldn't get him out of.

"Girlfriend," Barney repeats, and forces the best leer he can onto his face. "Well, Marshall. I'm proud of you," and the words nearly choke him. "You finally succeeded."

"With you gone, my luck suddenly turned around. Funny, that."

Ted grins and there's a spark of happiness and pride in his eyes that makes Barney feel a little ill. "It's great, don't you think? Amanda's such a perfect match for Marshall. She's from the Midwest, too."

"Wyoming, born and raised," the new girl admits. "I thought I was the only one crazy enough to come out here, but… well, then I met Marshall." She turns to him, leaning up to place a light kiss on his cheek.

Barney really, really wants another drink.

He tries to keep the smile up all night, he really does, but he's pretty sure he's failing – Marshall's too busy being besotted, but Robin and Ted are regularly shooting him looks.

As the night draws to a close and Carl starts making those 'get the fuck out of my bar' noises, Barney downs the last of his pint, sets it heavily down on the table, and heads for the door. He's pretty sure he can hear Robin saying his name, that Ted was reaching out to grab his sleeve.

But he keeps going. He goes to a nameless bar he's never been in, rattles off a charming story about being a film producer to the first girl that catches his eye, and goes back to her apartment with a strangely sinking feeling in his chest.

He spends a few hours very willfully and deliberately not thinking.

Barney slips back into his apartment as the first glow of daylight is sneaking up on the horizon. He calls his boss, leaves a message, and then buys a plane ticket. 

* * *

Barney doesn't tell her.

It's not that he doesn't want to – after all, if she knew that Marshall was starting again, it could just be the thing to spur her into motion, to send her hurtling back to New York as fast as a plane could carry her.

But when he knocks on the door, bag slung over one shoulder, he doesn't expect to be greeted with such a brilliant smile.

"Barney!" she says, practically throwing open the door and grabbing his arm. "You're just in time, I've just finished!" She's pulling him in and he doesn't notice as his bag falls to the floor.

"Hey, hey. Hands off the merchandise, Lily – you break it, you buy it," he says, yanking his arm out of her grasp, but there's a smile plain in his voice. "What's so important?"

"I finished this portrait, you've got to see it!"

And it's… them. He blinks, staring at the canvas in front of them, a watercolor reproduction of the photo of them in Golden Gate Park - his arm slung around her shoulders, her laughing as her elbow just barely grazes his side.

It's softer than her normal work, none of the vivid acrylics and sharp lines that she normally uses. Among the pale wash of color, he can see something reproduced in his expression that he was damn well hoping that she hadn't noticed.

"It's good, Lil," he says softly. "Really good."

"I know it's not much, I mean, it's not high art or anything. But I wanted to commemorate this - you and me, here in San Francisco. I guess I just wanted you to have something to remind you of me when you're back to New York, you know?" She's not looking at him anymore, busying herself with picking up her haphazardly placed brushes and setting them all into the cup of water next to her easel.

"Or maybe it would look nice here. On that spot near the kitchen, you can see it from every room." His gaze drifts to the wall behind them. "There." He points, the blank stretch of wall between kitchen and dining nook.

Lily's face falls slightly. "But… I want you to have it, Barney. You being here… it's meant a lot to me."

He wants to tell her, but she's so fucking proud of that painting, so fucking happy and he just… can't wreck the moment. The words refuse to slip past his lips.

Instead, something else happens. "I think I'm going to stay for awhile longer, so it'd be stupid not to have it up somewhere to see," he says, feeling like there's probably a little patch in Hell waiting for him.

Barney risks a glance at her face – and it's like a new world. She's smiling at him, eyes wide and radiant as she seems frozen to the spot.

Normally, when a woman is staring at him like that, Barney knows exactly what to do. He'll lean in, graze a hand along her hair, and stare deeply into her eyes while murmuring words that won't mean a damn thing in the morning.

But with Lily… he just stays where he is, unable to look away.

Finally, she reaches out a tentative hand and lets her fingertips slide along his cheek. He leans into the touch almost instinctively, closing his eyes and just… forgetting, for a second, that he's Barney Stinson and he's awesome. For just a brief moment, he focuses on Lily's hand on his cheek and the way her other hand draws up to run along his jaw.

And then she's kissing him, a soft touch of her lips against his. Her arms are sliding around his neck as one hand reaches up to run through his hair. His brain shuts down, all thoughts of the Bro Code and terrible ideas and New York thrown out completely as he kisses her back.

What started off sweet brushing of lips is quickly degenerating as he runs a hand down her spine, one hand instinctively sliding up the back of her shirt. Lily doesn't protest – instead, the kiss turns fierce and hot and delightfully dirty as her tongue slides between his lips and suddenly it's a flash of teeth and he's biting her lower lip so hard that she moans into his throat.

Barney deftly slips the hooks of her bra apart, breaking contact for a minute as he moves back so he can yank her shirt over her head. When he tosses it to the floor, he takes a second and just… stares.

Her cream-colored bra is loosely hanging off her shoulders, a strap sliding down one arm as she doesn't even bother to try to hold it up to maintain her dignity. Her hair is completely mussed, her lips wet and red, and her eyes… Absolutely fucking smoldering.

He grins, he can't help it, and suddenly she's up against him, shoving him against the wall, her fingers fumbling for the buttons on his shirt. He's trying not to think about how completely wrong this is, that he's isn't Marshall and this isn't supposed to be happening, but it is so definitely and completely happening. He's got a thousand girls and their bodies stored in his mind but suddenly the only thing in his mind is Lily, smiling and laughing Lily.

His shirt somehow found its way off his body and onto the floor. She's working on his belt buckle now, breathing harshly as she leans in to nip his shoulder, then his neck. Barney can hear himself, unable to control himself as he lays kiss after kiss trailing down her neck, her collarbone, whispering her name into her skin as he pulls her over to the couch.

They tumble down, sinking into the beige sofa as she grins at him.

"Stop thinking," she whispers, like she can see the goddamn storm that is raging in his head between head and… well, head. His heart's just enjoying the show.

"Trying," he mumbles, and then suddenly she's wriggling out of her jeans and it's skin on skin, his hands running through her hair as she's fumbling through his wallet for a condom – goddamn, the wallet is a classic spot to keep one but is he that obvious? – and then the only reason he can even remember his name for a few minutes is because she's moaning it against his ear.

This is a terrible fucking idea, he knows, but he's never been the kind of guy to say no. 

* * *

He doesn't go back to New York the next day.

Or the day after. 

* * *

It's not awkward. When he wakes up the next day, Barney feels like it should be. After his years of experience with morning-afters, creeping towards the door as women fix him with that 'wait, what did I do last night?' stare, Barney's pretty sure he's qualified to be an authority on the Morning After.

Given that he just slept with one of the few women that he should Never, Ever, Ever, Ever have sex with, he's should definitely be feeling high levels of awkward. Especially since he has absolutely no memory of when they ended up moving from the couch to the bed. Or when the can of whipped cream that is currently resting on the nightstand appeared.

Instead, he gets up and manages to locate his boxers, crumpled in a heap on the floor. He doesn't bother with anything else, shuffling out to the kitchen while barely stifling a yawn. Lily's exactly where she is every day, seated at her easel. Except instead of her normal yoga-pants-and-tank-top combo, she's just wearing a loose robe that hangs off her shoulders, the folds slipping along her legs and revealing a pale expanse of thigh.

Barney really, really shouldn't be thinking about what this means.

"Morning," he says cautiously, making his way into the kitchen to start the daily battle with the Mr. Coffee sitting on the counter.

The two mugs are already laid out, sitting side-by-side on the counter in front of the coffee machine.

He glances over at Lily again to find that her hand has stilled, brush held just a breath away from the canvas. She's not looking at it – she's looking at him. Watching. The faintest touch of a smile crosses her lips. "Morning," she returns easily, and the turns back to her canvas.

Barney lets out a breath he doesn't realize he's holding before he turns back to the coffee, grabbing the bag of grounds that sits haphazardly on the counter.

The rest of their day patters by normally, and neither says a word about the night before. When the normal time comes around, however, when Lily makes her daily pilgrimage past the mantle to let her fingertips linger across the plane ticket, things change.

She turns and looks at him, square in the eyes. "I don't regret it," she says firmly. "Just so you know. And it totally wasn't rebound-over-Marshall sex." She pauses. "Well, not completely."

He flinches at Marshall's name, partially because he expects Marshall to suddenly jump through the window and plant his fist in Barney's face. But he offers a lazy grin to try and counteract it. "Hey, no woman can resist the Barnacle. My powers are just overwhelming. It's okay, Lily."

She rolls her eyes and doesn't bother to hide the affectionate smile.

But that brings them back to this part of their day. He takes a sip of coffee, sitting down on the couch to watch Lily pick up the plane ticket.

He knows what it's like, to feel like you've fucked up so much that it's easier just to start again. Scrap everything, throw your life and your apartment and your name in the dumpster, grab the first plane out of town, and never come back.

A suit hid his old life away once, locked it up under chains and cufflinks in a place so dark only one goddamn video tape could manage to bring it to light.

So he doesn't question Lily as she stares down into her hands, the plane ticket wrinkling as her fingers clutch it tighter and tighter.

"Today?" he asks, a little hoarsely. The same as every day, as if this one was no different.

She doesn't say anything, just giving a firm shake of the head. No.

Barney wonders when he stopped wanting her to say yes. 

* * *

It's getting hard to avoid the 'missed call' message flashing across his phone. The mounting text messages are also not helpful to maintaining his state of denial-edging-on-hysteria.

Unfortunately, his phone starts buzzing in his hand as he's staring blankly at it. The surprise of it is enough to make his body go into autopilot, raising it to his ear out of instinct.

"Go for Barney," he responds, before his body can scream 'nooooo!' and fling the phone away.

"Barney, where the hell have you been? Ted and Marshall have been calling you for the past three days!"

Robin. Perfect. Barney lets out a sigh, dragging a hand through his hair. He can already feel the tension headache beginning to throb in his temples. "Robin. Heeeey. I told you guys, I've been doing a, y'know, work thing."

"And how many strippers in Vegas can you have before a work trip turns into pleasure, not business?" she jokes. But there's still steel in her voice.

"Not enough," he answers, grinning, before the brief smile slips away. "It just turned into a bit of a longer thing than I expected. I'm probably not coming home for awhile."

"Awhile? As in 'this weekend' or as in 'ring in the New Year'?"

"Well, I've got plans for the weekend, and they're called Tiffani and Kimberli. Each ending with a slutty 'i'," he says, dropping the lie instinctually. And suddenly, Barney doesn't know what to say. He closes his eyes because Robin's still waiting, and there's no way to make things right. Robin, his bro who flew high and fast with him in the world of bro-itude. He's leaving her alone, vulnerable to the corruption of less-awesome forces in the world. A potential victim to the world of white picket fences and rings nestled in velvet boxes and, worst of all, Ted. "I'm going be gone for awhile."

"…Barney, is there something wrong? We're not about to get into a war with another country, are we? Because you'd warn me, right?"

"No, nothing like that." He chuckles, he can't help it, it's the only thing he can do to keep from breaking. "Negotiations for this thing are going to take awhile so they're keeping me out here for a few weeks or so. I'll let you know when I know more."

"Fine," Robin says, and he can practically hear the eye roll through the phone. "But when you end up in a jail in Monaco, don't even think of calling me."

"I wouldn't dream of it. Make sure Ted doesn't Ted-out or anything while I'm gone, okay?"

"Please, like I can do anything to stop it."

He wants to remember her voice forever, because he's feeling like a goddamn coward right now. All he has to say are a few words, 'Lily and me, we have this thing, and I'm gonna figure out what the fuck is going on'. It wouldn't be too hard.

Except for the whole 'Robin tells Ted, then suddenly it's Marshall and Ted killing him' thing.

"Stay awesome, Scherbatsky," he says, hoping it doesn't sound anything like 'goodbye'. "I'll know if you're not. Remember, I've got webcams set up **everywhere**."

She snorts. "I took out the one in the living room. Sorry."

"Fuck!" Barney still grins, though. Hopefully she hasn't found the one in—

"And my bedroom. Way to be obvious, Barney."

"Fine, fine. Take away my fun. I got to get to a meeting," he lies, the words gliding sweetly off his tongue. "Long distance five!"

He hangs up to her laughter. 

* * *

They're curled up on the couch, the TV playing the news as a low background rumble. She's leaning against him, her knees tucked up and leaning slightly into his lap, her head against his shoulder. He's got an arm slung over her shoulder, pulling her in tight.

The news is crawling to an end, a story about the penguins at the local zoo on the screen when he feels the slight shift of Lily giggling.

"Doesn't this story remind you a little of Robin?" she says wistfully. "If there's a pun about penguins at the end, it would totally be a piece from Metro New One. I guess they'd be pun-guins, though. Get it? Pun-guins?" She gives him a gentle poke on the arm.

She's so happy, the two of them just sharing a moment. Something in his gut wrenches, twisting until he finally just… can't. She has to know. The game they've been playing, the little fantasy where the two of them play house… They've done it before. He remembers how it turned out.

She needs to know. He can't hide and play this out, without letting her make the choice.

"Lily," he says quietly, not acknowledging the sudden quizzical glint in her eyes. "Lily, there's something I've got to… I mean… It's…" He takes a breath. "Marshall's got a girlfriend," he says, closing his eyes tightly to brace himself for… whatever. Tears, screaming, choked sobbing, **something** horrible and terrible and very much about women and relationships and not something he's really able to deal with.

Of course, he forgot that he's not just dealing with a woman - he's dealing with Lily.

He dares to slowly unclench the death grip on his eyelids, letting one raise slightly so he can peek at her.

Lily's just sitting there. Hands quietly tucked in her lap, looking off into the distance. Not at nothingness, Barney quickly realizes. She's staring at the bookshelf, at the mixture of tiny artifacts of her stay and random framed pictures. At the envelope, gracefully laying between two clay monkeys.

In a rush, Barney continues. "Her name is Amanda and she's not that cute – okay, she's smoking hot, but, like, for **me** smoking hot, not the kind of girl that Marshall's after. Not that you're not smokin' hot, because you are, but Marshall likes the naughty-girl-next-door sort of thing and she's a little more slutty-catholic-school-girl and I really think it's just a temporary rebound thing. Give me a few days and I'm sure I can get her gone and trust me, it'd be my pleasure to take her off his hands and put my hands on her, but don't worry, Lily—"

"Barney," she interrupts.

"You can just go home and it'll all work out—"

"Barney!" she repeats, louder, reaching out to lay a hand on his knee. "It's okay."

"But—"

"It's okay," she repeats, squeezing his knee lightly. "Really." She tries on a smile, but he doesn't believe it. The faint sheen to her eyes tells a different story.

He sighs and rests his hand atop hers, letting his fingers curl against her smaller ones. "Marshall still loves you, I know it. You can go back to the way things were, Lily." Even though he's going straight to Hell, do-not-pass-Go, do-not-collect-$200, and he really, really wants to pull Lily into the bedroom again – he has to say it. Because as much as he hates commitment, their relationship was the only reason Barney could believe in any sort of love existing beyond a one night stand, because the look when their eyes met was the totem that kept Barney's entire soul from going completely into the world of booze and babes and awesome.

The look between those two occasionally made Barney think that someday he might remember the things he believed in when he was nineteen years old and working in a coffee shop.

And now he's the one fucking everything up.

"Maybe I don't want to go back to the way things were, Barney." Lily shakes her head, slowly, hair slipping down a round her shoulders to block her face as her gaze fixes on a spot on the floor. "I love Marshall, I do, with all my heart. A part of me always will. But Barney… I **left**," she stresses. "I was willing to leave him, our future together, to come here. Cold feet can make you do crazy things, but fly across the country?"

"Hey, Lil," he says warmly, still trying to keep control, still pulling the last few strings. "You always were an over-achiever."

She laughs, in spite of herself, a little hollow chuckle. "Well, maybe. But there was some part of me that wasn't ready for – for him, for that life he offered, for being set into what My Future will be for the rest of my life. I'm not ready," she says again, more softly. "And he is. Maybe this way he'll find a girl that is ready. Someone that wants the whole package, right now, and doesn't want to wait. I love Marshall but… I don't know, Barney. When I came out here, I didn't even knew who I was anymore. Can I even marry a man when I can't figure that much out?"

"Well, technically you shouldn't be marrying anyone until you're thirty," Barney says gently, letting his hand tighten around hers. "But I would have let you guys slide, you know that."

"I know." And she smiles at him, something more genuine than he's seen this entire time in San Francisco. "You're the best, Barney."

"And they're never, ever allowed to know. Understood, Aldrin?"

She laughs. "Understood, Barney." She hesitates for a moment. "You get it, don't you?"

Barney's pretty sure they just added a few nice recliners and an extra sulfur bath to his personal suite in Hell. "Yeah, Lily. I think I do." He tightens his hold around her shoulders, letting his head fall lightly to rest against hers. 

* * *

He finally checks his email around midnight. The response is there, waiting for him. It's just two words - 'Fine, Stinson'.

Barney likes to keep just enough information on his superiors to always get his way. He drops an email to Altrucell's San Francisco office about Monday before closing his laptop. 

* * *

The alarm's loud, persistent buzz barely manages to pierce his consciousness. Barney blearily opens his eyes, swiping an arm across them as he rolls over to stare at the clock. Nine am. The spot beside him in bed is still warm, Lily's scent still lingering on her pillow.

He doesn't know when he got so domestic and there's a part of him that wants to run away screaming. He's used to never sleeping, slipping out windows and down fire escapes, not sleeping in and making coffee.

But Lily's scent is surrounding him and he can still feel the ghost of her fingers trailing down his body. And, judging by the aching lines on his back, she's left more than just memories on his skin. He grins and rolls out of bed.

He shuffles into the kitchen, stifling a yawn as he reaches for the cabinet. It's the same thing he does every morning, reach up for the mugs.

This time, an arm wraps around his waist. He can feel the warmth as Lily leans into him, the smell of her shampoo suddenly everywhere. Her cheek rests against his back as her hands trailing along his stomach.

Suddenly, he's not coffee seems a hell of a lot less important.

"Barney," she whispers, her voice soft and husky. "It can just… be like this, right? Just keep going, you and me?"

He turns around in her arms, her hands sliding down lightly to rest against his lower back as he looks down into her eyes.

There's no point in lying. Whatever the fuck they're doing, it's a stolen moment. Something that could only be found a thousand miles away from anyone that knows them, really knows them.

He doesn't really want to think about what'll happen, what Marshall's doing right now, when Lily will realize she has to go home no matter what the consequences, when Altrucell will finally decide they're not letting one of their best bum around the San Francisco office, when he'll finally feel to throttled by all of this and run into the arms of an entire coast of untouched-by-Barney bimbos.

For now he just reaches out, letting his hand rest on her cheek as he leans down and lets their foreheads touch. It's an intimacy he's never allowed himself, not with anyone.

He leans in and kisses her and for a moment, he truly understands what it means to feel awesome.


End file.
